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Fleming Reports Fourth Quarter Adjusted Earnings Up 37%

    DALLAS, Feb. 14 /PRNewswire/ -- Fleming Companies, Inc. (NYSE: FLM) today
reported a 36.6% increase in the 13-week fourth quarter 2000 net earnings to
$21.2 million, or $0.53 per share after adjustments to exclude strategic plan
charges and one-time items, compared to $15.5 million, or $0.40 per share, in
the 12-week fourth quarter of 1999. The company previously provided guidance
of $0.52 per share.  Fourth quarter adjusted EBITDA, or earnings before
interest, taxes, depreciation, amortization, equity investment results, LIFO,
and strategic plan and one-time charges, was $118.4 million, or 3.27% of
sales, up 40 basis points compared to the prior year's 2.87% of sales.  The
EBITDA result represents a 17.6% increase over the prior year.
    "We are very pleased with our fourth quarter results because they validate
our strategic initiatives," said Mark Hansen, chairman of the board and chief
executive officer of Fleming.  "Our focus on the distribution and price impact
retail businesses, paired with the benefits of our central procurement and
low-cost pursuit initiatives, are proving to be the key drivers of Fleming's
earnings momentum."
    Total company net sales for the 13-week fourth quarter increased to
$3.63 billion from $3.50 billion in the 12-week fourth quarter of 1999.
Distribution segment net sales were $2.87 billion in the fourth quarter, up
from $2.63 billion in the prior year.  The increase was due primarily to the
additional week in the 2000 fourth quarter as well as growth in sales to both
independent food retail and new retail channel customers.  Incorporated in the
numbers is the existing Kmart supply business, which was initiated in the
third quarter of 1999 and fully cycled by the fourth quarter of 2000.  The
2000 results also reflect the previously disclosed loss of the United
Supermarkets account and difficult comparisons following 1999's strong sales
resulting from customers' preparations for Y2K.  During the fourth quarter the
company adopted a recent accounting rule on revenues, EITF 99-19, and restated
total company and distribution segment sales for the current and prior year.
The adoption of EITF 99-19 had no affect on gross margins or earnings.
    Retail segment sales declined to $759 million from $871 million in the
prior year's fourth quarter and total retail food group same store sales
declined 6.2%.  Same store sales at ongoing operations were substantially
better than the average.  During the quarter, the company reached an agreement
to sell the 16-store Baker's operations to Kroger Co., which is expected to be
completed during the first quarter of 2001 and will include a three-year
supply arrangement for these stores.
    Operating expenses declined for the total company, falling 7.5% to
$272.2 million from $294.3 million.  Operating expenses in the distribution
and retail segments decreased as efficiencies were gained and low-cost pursuit
initiatives were realized.  Operating expenses from support services
increased, representing the continuing consolidation of accounting, human
resources and information technology into the Shared Services Center and the
centralization of procurement into the Customer Support Center.  The
consolidation and centralization of these functions are reducing system-wide
expenses.
    Adjusted operating earnings were sharply higher for both the distribution
and retail segments of the business.  Distribution earnings increased from
$78.3 million to $97.4 million, reflecting increased efficiencies and
improvements resulting from the strategic initiatives undertaken by the
company.  Retail earnings improved from $11.0 million to $31.1 million.
Excellent earnings at the Food4Less and Rainbow stores combined with the sale
of underperforming operations generated the higher retail earnings.
    Strategic plan charges for the fourth quarter totaled $98.1 million
pre-tax, including $72.7 million of cash-related charges and $25.4 million of
non-cash charges.  Most of these charges relate to the planned and actual
disposition of company-owned conventional retail stores, particularly the ABCO
and Sentry operations, including asset write-downs, reserves for lease
liabilities, and severance.  In 2001, the company expects charges to be down
substantially to approximately $20 million.  Before giving effect to the
strategic plan adjustments, the fourth quarter loss was $37.4 million, or
$0.96 per share.

    Results for the Year
    For the full year, net sales were $14.44 billion, a 1.2% increase over
1999's sales of $14.27 billion.  Distribution segment sales in 2000, adjusted
to reflect the sales on a comparable 52-week basis, increased 3.8% to
$10.95 billion from $10.55 billion.  Net earnings excluding strategic plan
charges and one-time items were $62.2 million, or $1.56 per share, up 43.2%
compared to $43.4 million, or $1.12 per share, in the prior year.  At 3.16% of
sales, the 2000 adjusted EBITDA of $456.0 million represents a 10.9% increase
over the prior year.  Unadjusted, the net loss was $122.1 million, or
$3.15 per share.

    Conference Call and Webcast
    A teleconference and webcast to review fourth quarter and full-year
results will be held on Wednesday, February 14, 2001 at 10:00 a.m. Central
Standard Time.  To access the call, dial in to the conference line at
913.981.4900, confirmation code 662922.  Interested parties may listen to the
conference call over the Internet on the company's website at
http://www.fleming.com .  Additionally, the teleconference will be available for
replay until March 2, 2001 at 5:00 p.m. Central Standard Time by dialing
402.280.9273, confirmation code 662922.

    About Fleming Companies, Inc.
    Fleming is an industry leader in distribution and has a growing presence
in price impact retail.  Fleming's primary business is buying and selling
merchandise.  Through our distribution group, we distribute products to
customers that operate approximately 3,000 supermarkets, 3,000 convenience
stores, and nearly 1,000 supercenters, discount, limited assortment, drug,
specialty, and other stores across the United States.

    Safe-Harbor Statement
    This release, including the attached tables, includes statements that
(a) predict or forecast future events of results, (b) depend on future events
for their accuracy, or (c) embody projections and assumptions which may prove
to have been inaccurate, including expectations for years 2001 and beyond.
The projections were not prepared with a view to compliance with the
guidelines established by the American Institute of Certified Public
Accountants regarding projections.  These projections, forward-looking
statements and the company's business and prospects are subject to a number of
factors that could cause actual results to differ materially, including: the
ability to achieve the expected synergies and anticipated cost savings from
the Kmart alliance; unanticipated transition and start-up costs related to the
Kmart alliance; the ability to obtain capital or obtain it on acceptable
terms; unanticipated problems in the supply chain due to the increased volumes
from the Kmart alliance; adverse effects of the changing industry environment
and increased competition; sales declines and loss of customers; disruption
caused by implementation of strategic alternatives regarding conventional
retail; exposure to litigation and other contingent losses; unanticipated
charges related to the strategic initiatives plan or failure to achieve the
expected results of such plan; failure of the company to achieve necessary
cost savings; and negative effects of the company's substantial indebtedness
and the limitations imposed by restrictive covenants contained in the
company's debt instruments.  These and other factors are described in the
company's periodic reports available from the Securities and Exchange
Commission.

                           Fleming Companies, Inc.
                             Recent Achievements

    Total Company:
    --  Adjusted earnings increased 37% in the fourth quarter 2000 compared
        to 1999.
    --  Adjusted earnings totaled $0.53 per share, beating earlier guidance
        of $0.52 per share.
    --  Adjusted earnings per share guidance was given for 2001, 2002, and
        2003 of $1.90, $2.50, and $3.30, respectively, representing a
        projected compound annual earnings growth rate of more than 30% from
        1999 through 2003.

    Distribution:
    --  Distribution segment adjusted operating earnings totaled
        $97.4 million, or 3.40% of sales, up from $78.3 million, or 2.98% of
        sales, in 1999's fourth quarter.
    --  Fleming and Kmart entered into a 10-year, $4.5 billion alliance that
        redefines the traditional retail business model.  Fleming will
        procure and distribute substantially all of the food and consumable
        products in all current and future Kmart and Kmart supercenter
        stores.  The supply arrangement includes grocery, meat, produce,
        frozen foods, dairy, and other grocery items, as well as Fleming's
        BestYet store brand product.  The alliance may be further expanded to
        include an agreement on health and beauty products and related
        categories.
    --  Over $1.2 billion in annualized new business was added to the
        distribution segment during 2000, exceeding the sales goal of
        $1 billion.
    --  Distribution operations benefited from economies of scale.  Four
        distribution divisions exceeded $1 billion in volume at the end of
        2000.  The average volume per distribution center increased
        14.8 percent year-over-year from $479.4 million in 1999 to
        $550.2 million in 2000.
    --  Retail sales of Fleming's private label products exceeded $1 billion
        in 2000, a record level.  In addition, Fleming's BestYet brand
        received four prestigious "Addy" awards, honoring BestYet for
        outstanding advertising production.
    --  The transition of independent retailers from the Minneapolis
        distribution center to the LaCrosse and Superior distribution centers
        was completed.  This positions the Minneapolis distribution center as
        the exclusive supplier to Fleming's Rainbow stores.
    --  Sales to convenience store operators increased 30% during 2000.
        During the fourth quarter, Fleming completed the successful
        transition of the Clark Oil Co. business to its new convenience store
        distribution center in Romeoville, Illinois.

    Retail:
    --  Retail segment adjusted operating earnings totaled $31.1 million, or
        4.10% of sales, up from $11.0 million, or 1.26% of sales, in 1999's
        fourth quarter.  Markedly higher earnings at the Rainbow and
        Food4Less operations accounted for substantially all of the higher
        segment earnings.
    --  Fleming reached an agreement to sell 16 Bakers Supermarkets to Kroger
        Co. and will implement a three-year supply agreement upon successful
        completion of the transaction.  The transaction should be finalized
        in the first quarter of 2001.
    --  Eleven ABCO stores, located in Phoenix and Tucson, are to be sold by
        Fleming to Safeway.  The transaction should be finalized in the first
        quarter of 2001.
    --  Fleming announced plans to enter Texas with its price impact
        operation.  The company signed a lease for its first Texas-based
        store in Lubbock.
    --  Fleming is accelerating the growth of its price impact operations.
        Up to 25 price impact stores will be opened in 2001.  Up to 100 price
        impact stores will be opened over the coming three years.  The new
        price impact store openings will result from a combination of new
        building, conversions of existing retail stores, and acquisitions.
    --  Fleming's newest retail operation, Yes!Less, opened for business in
        2000.  A concept-stage operation, Yes!Less features a limited
        assortment of food and general merchandise products in approximately
        12,000 square feet of space.  Six Yes!Less stores were open at year
        end 2000.

    Support Services:
    --  The transition and consolidation of procurement into the Lewisville-
        based Customer Service Center is approximately two-thirds complete
        and expected to be finalized by the end of 2001.
    --  Consolidation of administrative functions, such as accounting and
        information technology, continues on plan in Oklahoma City.

    Other:
    --  Total debt, including capitalized leases, was $1.670 billion at year
        end 2000.  This is down $24 million from $1.694 billion at the end of
        1999.
    --  Adjusted EBITDA to interest was 2.61x at the end of 2000, compared to
        2.49x at the end of 1999.
    --  Capital expenditures for 2000 totaled $153 million.  Projected
        capital spending for 2001 is anticipated to be approximately
        $225 million, including up to $50 million in capital expenditures
        related to the Kmart alliance.
    --  Amortization of goodwill, which is a non-cash item, totaled $0.53 per
        share in 1999 and 2000.  Excluding the impact of goodwill
        amortization, earnings were $1.65 in 1999 and $2.09 in 2000.
    --  On February 7, 2001, Fleming announced that The Yucaipa Companies
        will make a $50 million investment in Fleming.  Yucaipa will hold
        approximately 3.8 million newly issued common shares, representing
        8.7% of Fleming's outstanding stock.  In addition, Yucaipa has a
        12-month option to purchase an additional $50 million of Fleming's
        common stock at the then-current average market price of Fleming's
        stock.

     Fleming Companies, Inc. (NYSE: FLM)
     Consolidated Condensed Statements of Operations
                                     For the 13 weeks ended December 30, 2000,
                                     and the 12 weeks ended December 25, 1999
                                     (In thousands, except per share amounts)

                                                          2000

                                            Reported   Adjustments  Adjusted
                                                           (A)
    Net sales                               $3,624,784     $217    $3,625,001
      % change                                                            3.5%

    Costs and expenses:
      Cost of sales                          3,289,126  (10,690)    3,278,436
      Selling and administrative               293,219  (21,045)      272,174
      Interest expense                          42,910                 42,910
      Interest income                           (7,495)                (7,495)
      Equity investment results                  2,352                  2,352
      Impairment/restructuring charge           66,331  (66,331)            0

        Total costs and expenses             3,686,443  (98,066)    3,588,377

    Income (loss) before taxes                 (61,659)  98,283        36,624
    Taxes on income (loss)                     (24,298)  39,755        15,457

    Net income (loss)                         ($37,361) $58,528       $21,167


    Earnings (loss) per share:
      Basic                                     ($0.96)   $1.50         $0.54
      Diluted                                   ($0.96)                 $0.53
        % change                                                         32.5%
    Dividends paid per share                     $0.02                  $0.02
    Weighted average shares outstanding:
      Basic                                     38,934                 38,934
      Diluted                                   38,934                 40,024


    Additional information:
      Depreciation/amortization, net of
       amounts in interest expense             $39,116    ($168)      $38,948
      Goodwill amortization (included above)    $4,734       $0        $4,734
      EBITDA (B)                               $20,304  $98,115      $118,419
        % of sales                                                       3.27%
        % change                                                         17.6%


     Fleming Companies, Inc. (NYSE: FLM)
     Consolidated Condensed Statements of Operations (Continued)
                                     For the 13 weeks ended December 30, 2000,
                                     and the 12 weeks ended December 25, 1999
                                      (In thousands, except per share amounts)

                                                        1999

                                          Reported    Adjustments  Adjusted
                                                          (A)
    Net sales                             $3,503,337       $24   $3,503,361
      % change

    Costs and expenses:
      Cost of sales                        3,158,199    (2,335)   3,155,864
      Selling and administrative             306,081   (11,801)     294,280
      Interest expense                        37,940                 37,940
      Interest income                        (16,999)    9,157       (7,842)
      Equity investment results                1,841      (713)       1,128
      Impairment/restructuring charge         23,656   (23,656)           0

        Total costs and expenses           3,510,718   (29,348)   3,481,370

    Income (loss) before taxes                (7,381)   29,372       21,991
    Taxes on income (loss)                    (3,578)   10,074        6,496

    Net income (loss)                        ($3,803)  $19,298      $15,495


    Earnings (loss) per share:
      Basic                                   ($0.10)    $0.50        $0.40
      Diluted                                 ($0.10)                 $0.40
        % change
    Dividends paid per share                   $0.02                  $0.02
    Weighted average shares outstanding:
      Basic                                   38,470                 38,470
      Diluted                                 38,470                 38,949


    Additional information:
      Depreciation/amortization, net of
       amounts in interest expense           $37,711        $0      $37,711
      Goodwill amortization (included above)  $5,345        $0       $5,345
      EBITDA (B)                             $72,173   $28,540     $100,713
        % of sales                                                     2.87%
        % change

    (A)  Adjustments relate to the strategic plan which was announced in
         December, 1998 and one-time adjustments.  One-time adjustments for
         1999 included: $31.0 million in charges relating to closing certain
         company-owned retail stores, $22.0 million income from extinguishing
         a portion of the self insured worker's compensation liability, and
         $9.2 million interest income relating to refunds in federal income
         taxes from prior years.  All remaining charges relate to the
         strategic plan which includes non-cash impairments of asset values
         and cash restructuring costs for severance, lease termination, real
         estate disposition costs for discontinued operations and other
         related expenses.

    (B)  EBITDA is earnings before interest expense, income taxes,
         depreciation and amortization, equity investment results, and LIFO
         ($2,415 income in 2000 and $2,062 charge in 1999).


     Fleming Companies, Inc. (NYSE: FLM)
     Segment                 For the 13 weeks ended December 30, 2000, and the
     Information                       12 weeks ended December 25, 1999
     Income (Loss)                   (In thousands, except per share amounts)

                                                        2000

                                          Reported   Adjustments  Adjusted
    Distribution

      Gross sales                         $3,278,989      $217   $3,279,206
      Intersegment elimination              (413,606)        0     (413,606)

        Net sales                         $2,865,383      $217   $2,865,600
          % change                                                      8.9%

      Gross margin                          $157,641    $8,210     $165,851
        % of distribution gross sales                                  5.06%
      Selling and administrative             (66,099)   16,348      (49,751)
        % of distribution gross sales                                 -1.52%
      Intersegment elimination               (18,674)        0      (18,674)

        Operating earnings                   $72,868   $24,558      $97,426
          % of distribution net sales                                  3.40%

        EBITDA                               $92,574   $31,933     $124,507
          % of distribution net sales                                  4.34%
          % change                                                     23.7%


    Retail

      Net sales                             $759,401        $0     $759,401
        % change                                                      -12.8%

      Gross margin                          $177,900    $1,719     $179,619
        % of retail sales                                             23.65%
      Selling and administrative            (170,113)    2,925     (167,188)
        % of retail sales                                            -22.02%
      Intersegment profit                     18,674         0       18,674

        Operating earnings                   $26,461    $4,644      $31,105
          % of retail sales                                            4.10%

        EBITDA                              ($13,821)  $60,467      $46,646
          % of retail sales                                            6.14%
          % change                                                     49.0%


    Support Services

      Operating earnings                    ($56,890)   $2,750     ($54,140)
        % of total company sales                                      -1.49%

      EBITDA                                ($58,449)   $5,715     ($52,734)
        % of total company sales                                      -1.45%


     Fleming Companies, Inc. (NYSE: FLM)
     Segment                 For the 13 weeks ended December 30, 2000, and the
     Information                     12 weeks ended December 25, 1999
     Income (Loss) (Continued)      (In thousands, except per share amounts)

                                                          1999

                                          Reported    Adjustments   Adjusted
    Distribution

      Gross sales                         $3,152,990        $24   $3,153,014
      Intersegment elimination              (520,885)         0     (520,885)

        Net sales                         $2,632,105        $24   $2,632,129
          % change

      Gross margin                          $159,182     $1,473     $160,655
        % of distribution gross sales                                   5.10%
      Selling and administrative             (61,907)       551      (61,356)
        % of distribution gross sales                                  -1.95%
      Intersegment elimination               (20,959)         0      (20,959)

        Operating earnings                   $76,316     $2,024      $78,340
          % of distribution net sales                                   2.98%

        EBITDA                               $96,317     $4,350     $100,667
          % of distribution net sales                                   3.82%
          % change


    Retail

      Net sales                             $871,232         $0     $871,232
        % change

      Gross margin                          $191,524       $904     $192,428
        % of retail sales                                              22.09%
      Selling and administrative            (235,243)    32,810     (202,433)
        % of retail sales                                             -23.24%
      Intersegment profit                     20,959          0       20,959

        Operating earnings                  ($22,760)   $33,714      $10,954
          % of retail sales                                             1.26%

        EBITDA                              ($20,605)   $51,913      $31,308
          % of retail sales                                             3.59%
          % change


    Support Services

      Operating earnings                    ($14,499)  ($21,578)    ($36,077)
        % of total company sales                                       -1.03%

      EBITDA                                 ($3,539)  ($27,723)    ($31,262)
        % of total company sales                                       -0.89%


     Fleming Companies, Inc. (NYSE: FLM)
     Consolidated Condensed Statements of Operations
                                     For the 53 weeks ended December 30, 2000,
                                     and the 52 weeks ended December 25, 1999
                                      (In thousands, except per share amounts)

                                                        2000

                                          Reported   Adjustments    Adjusted
                                                          (A)
    Net sales                            $14,443,815   ($6,455)   $14,437,360
      % change                                                            1.2%

    Costs and expenses:
      Cost of sales                       13,096,915   (56,990)    13,039,925
      Selling and administrative           1,185,003   (45,060)     1,139,943
      Interest expense                       174,569                  174,569
      Interest income                        (32,662)                 (32,662)
      Equity investment results                8,034      (315)         7,719
      Impairment/restructuring charge        212,845  (212,845)             0

        Total costs and expenses          14,644,704  (315,210)    14,329,494

    Income (loss) before taxes              (200,889)  308,755        107,866
    Taxes on income (loss)                   (78,747)  124,447         45,700

    Net income (loss)                      ($122,142) $184,308        $62,166


    Earnings (loss) per share:
      Basic                                   ($3.15)    $4.76          $1.61
      Diluted                                 ($3.15)                   $1.56
        % change                                                         39.3%
    Dividends paid per share                   $0.08                    $0.08
    Weighted average shares outstanding:
      Basic                                   38,716                   38,716
      Diluted                                 38,716                   39,936


    Additional information:
      Depreciation/amortization, net of
       amounts in interest expense          $169,190   ($6,830)      $162,360
      Goodwill amortization (included
       above)                                $20,591        $0        $20,591
      EBITDA (B)                            $154,389  $301,610       $455,999
        % of sales                                                       3.16%
        % change                                                         10.9%


     Fleming Companies, Inc. (NYSE: FLM)
     Consolidated Condensed Statements of Operations (Continued)
                                     For the 53 weeks ended December 30, 2000,
                                     and the 52 weeks ended December 25, 1999
                                      (In thousands, except per share amounts)

                                                          1999

                                           Reported   Adjustments   Adjusted
                                                          (A)
    Net sales                             $14,272,036   ($5,506) $14,266,530
      % change

    Costs and expenses:
      Cost of sales                        12,834,869   (17,806)  12,817,063
      Selling and administrative            1,261,631   (24,090)   1,237,541
      Interest expense                        165,180                165,180
      Interest income                         (40,318)    9,157      (31,161)
      Equity investment results                10,243      (832)       9,411
      Impairment/restructuring charge         103,012  (103,012)           0

        Total costs and expenses           14,334,617  (136,583)  14,198,034

    Income (loss) before taxes                (62,581)  131,077       68,496
    Taxes on income (loss)                    (17,853)   42,938       25,085

    Net income (loss)                        ($44,728)  $88,139      $43,411


    Earnings (loss) per share:
      Basic                                    ($1.17)    $2.30        $1.13
      Diluted                                  ($1.17)                 $1.12
        % change
    Dividends paid per share                    $0.08                  $0.08
    Weighted average shares outstanding:
      Basic                                    38,305                 38,305
      Diluted                                  38,305                 38,699


    Additional information:
      Depreciation/amortization, net of
       amounts in interest expense           $157,510        $0     $157,510
      Goodwill amortization (included
       above)                                 $20,563        $0      $20,563
      EBITDA (B)                             $281,089  $130,245     $411,334
        % of sales                                                      2.88%
        % change

    (A)  Adjustments relate to the strategic plan which was announced in
         December, 1998 and one-time adjustments.  One-time adjustments for
         2000 include: an $8.6 million gain from the sale of a facility,
         $10.4 million in charges relating to closing certain company-owned
         retail stores, and $1.9 million net income from litigation
         settlements.  One-time adjustments for 1999 include:  A $5.6 million
         gain from the sale of a facility, $31.0 million in charges relating
         to closing certain company-owned retail stores, $22 million income
         from extinguishing a portion of the self insured worker's
         compensation liability, and $9.2 million interest income relating to
         refunds in federal income taxes from prior years.  All remaining
         charges relate to the strategic plan which includes non-cash
         impairments of asset values and cash restructuring costs for
         severance, lease termination, real estate disposition costs for
         discontinued operations and other related expenses.

    (B)  EBITDA is earnings before interest expense, income taxes,
         depreciation and amortization, equity investment results, and LIFO
         charge ($3,485 in 2000 and $10,737 in 1999).


     Fleming Companies, Inc. (NYSE: FLM)
     Segment                 For the 53 weeks ended December 30, 2000, and the
     Information             52 weeks ended December 25, 1999
     Income (Loss)                   (In thousands, except per share amounts)

                                                        2000

                                           Reported   Adjustments  Adjusted
    Distribution

      Gross sales                         $12,926,083   ($6,455) $12,919,628
      Intersegment elimination             (1,757,547)        0   (1,757,547)

        Net sales                         $11,168,536   ($6,455) $11,162,081
          % change                                                       5.8%

      Gross margin                           $606,925   $30,053     $636,978
        % of distribution gross sales                                   4.93%
      Selling and administrative             (243,499)   18,634     (224,865)
        % of distribution gross sales                                  -1.74%
      Intersegment elimination                (66,427)        0      (66,427)

        Operating earnings                   $296,999   $48,687     $345,686
          % of distribution net sales                                   3.10%

        EBITDA                               $362,928   $84,213     $447,141
          % of distribution net sales                                   4.01%
          % change                                                      13.2%


    Retail

      Net sales                            $3,275,279        $0   $3,275,279
        % change                                                       -11.9%

      Gross margin                           $754,821   $10,518     $765,339
        % of retail sales                                              23.37%
      Selling and administrative             (759,352)   16,645     (742,707)
        % of retail sales                                             -22.68%
      Intersegment profit                      66,427         0       66,427

        Operating earnings                    $61,896   $27,163      $89,059
          % of retail sales                                             2.72%

        EBITDA                                ($7,772) $174,712     $166,940
          % of retail sales                                             5.10%
          % change                                                      30.9%


    Support Services

      Operating earnings                    ($196,998)  $19,745    ($177,253)
        % of total company sales                                       -1.23%

      EBITDA                                ($200,767)  $42,685    ($158,082)
        % of total company sales                                       -1.09%


     Fleming Companies, Inc. (NYSE: FLM)
     Segment                 For the 53 weeks ended December 30, 2000, and the
     Information             52 weeks ended December 25, 1999
     Income (Loss) (Continued)      (In thousands, except per share amounts)

                                                          1999

                                           Reported   Adjustments   Adjusted

    Distribution

      Gross sales                         $12,717,749   ($5,506) $12,712,243
      Intersegment elimination             (2,164,615)        0   (2,164,615)

        Net sales                         $10,553,134   ($5,506) $10,547,628
          % change

      Gross margin                           $627,272    $4,270     $631,542
        % of distribution gross sales                                   4.97%
      Selling and administrative             (269,136)    7,912     (261,224)
        % of distribution gross sales                                  -2.05%
      Intersegment elimination                (68,297)        0      (68,297)

        Operating earnings                   $289,839   $12,182     $302,021
          % of distribution net sales                                   2.86%

        EBITDA                               $353,334   $41,726     $395,060
          % of distribution net sales                                   3.75%
          % change


    Retail

      Net sales                            $3,718,902        $0   $3,718,902
        % change

      Gross margin                           $827,680    $8,030     $835,710
        % of retail sales                                              22.47%
      Selling and administrative             (897,506)   35,940     (861,566)
        % of retail sales                                             -23.17%
      Intersegment profit                      68,297         0       68,297

        Operating earnings                    ($1,529)  $43,970      $42,441
          % of retail sales                                             1.14%

        EBITDA                                $26,380  $101,192     $127,572
          % of retail sales                                             3.43%
          % change


    Support Services

      Operating earnings                    ($112,774) ($19,762)   ($132,536)
        % of total company sales                                       -0.93%

      EBITDA                                 ($98,625) ($12,673)   ($111,298)
        % of total company sales                                       -0.78%


     Fleming Companies, Inc. (NYSE: FLM)
     Analysis of Impairment and Restructuring Charges
     (In millions, except per share amounts)

             (Amounts through 2000 are final, all other amounts are estimates)
                                    1998                 1999
                                    Full                               Full
                                    Year   Qtr 1  Qtr 2  Qtr 3  Qtr 4  Year
    Impairment of Assets
      Goodwill                       $372    $22     $0    $14     $0    $36
      Other assets                    218      2      1     16      7     26
        Total impairment of assets    590     24      1     30      7     62

    Other restructuring charges        63     13      5      6     17     41

    Total impairment and
     restructuring charges            653     37      6     36     24    103

    Other periodic disposition and
     exit costs affecting:
      Net sales                         0      0      0      0      0      0
      Cost of sales                     9      6      7      3      2     18
      Selling and administrative        6      3      3      6      4     16
        Total                          15      9     10      9      6     34

    Total charges before taxes        668     46     16     45     30    137

    Income tax benefit                125     14      4     17     10     45

    Total charges after taxes        $543    $32    $12    $28    $20    $92

    Negative effect on EPS         $14.33  $0.84  $0.31  $0.73  $0.50  $2.39

    Non-cash charges (pre-tax)       $594    $29     $6    $35     $9    $79
    Cash Charges (pre-tax)             74     17     10     10     21     58
      Total                          $668    $46    $16    $45    $30   $137

    Cash Expended                     $10    $16    $16    $10    $15    $57


     Fleming Companies, Inc. (NYSE: FLM)
     Analysis of Impairment and Restructuring Charges (Continued)
     (In millions, except per share amounts)

             (Amounts through 2000 are final, all other amounts are estimates)
                                                         2000
                                                                       Full
                                           Qtr 1  Qtr 2  Qtr 3  Qtr 4  Year
    Impairment of Assets
      Goodwill                                $0     $0     $3     $0     $3
      Other assets                             2      1     78      7     88
        Total impairment of assets             2      1     81      7     91

    Other restructuring charges               41     20      2     59    122

    Total impairment and
     restructuring charges                    43     21     83     66    213

    Other periodic disposition and
     exit costs affecting:
      Net sales                                0      1      1      0      2
      Cost of sales                           13     22     11     11     57
      Selling and administrative               8      2      6     21     37
        Total                                 21     25     18     32     96

    Total charges before taxes                64     46    101     98    309

    Income tax benefit                        26     19     41     40    126

    Total charges after taxes                $38    $27    $60    $58   $183

    Negative effect on EPS                 $0.98  $0.71  $1.53  $1.45  $4.58

    Non-cash charges (pre-tax)               $12     $6    $85    $25   $128
    Cash Charges (pre-tax)                    52     40     16     73    181
      Total                                  $64    $46   $101    $98   $309

    Cash Expended                            $35    $46    $26    $11   $118


     Fleming Companies, Inc. (NYSE: FLM)
     Analysis of Impairment and Restructuring Charges (Continued)
     (In millions, except per share amounts)

             (Amounts through 2000 are final, all other amounts are estimates)
                                                                 Total for yrs
                                               2001       2002    1998 - 2002
    Impairment of Assets
      Goodwill                                  $0         $0          $411
      Other assets                               0          0           332
        Total impairment of assets               0          0           743

    Other restructuring charges                 13          3           242

    Total impairment and
     restructuring charges                      13          3           985

    Other periodic disposition and
     exit costs affecting:
      Net sales                                  0          0             2
      Cost of sales                              5          1            90
      Selling and administrative                 2          0            61
        Total                                    7          1           153

    Total charges before taxes                  20          4         1,138

    Income tax benefit                           8          2           306

    Total charges after taxes                  $12         $2          $832

    Negative effect on EPS                   $0.29      $0.06        $21.66

    Non-cash charges (pre-tax)                  $5         $0          $806
    Cash Charges (pre-tax)                      15          4           332
      Total                                    $20         $4        $1,138

    Cash Expended                              $56        $27          $268

    CONTACTS:
    (Media) Shane Boyd 972.906.8824
    (Investors-Equity) Meredith Anderson 972.906.8592
    (Investors-Debt) Alan McIntyre 972.906.8126


SOURCE Fleming




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Related links:
  • http://www.fleming.com
    CONTACT:
    media, Shane Boyd, +1-972-906-8824, or
    investors-equity, Meredith Anderson, +1-972-906-8592, or
    investors-debt, Alan McIntyre, +1-972-906-8126, all of Fleming